0001193125-05-159161 Sample Contracts

AMENDED AGREEMENT AND DECLARATION OF TRUST of MERRILL LYNCH GLOBAL EQUITY OPPORTUNITIES FUND a Delaware Statutory Trust Principal Place of Business: 800 Scudders Mill Road Plainsboro, NJ 08536
Agreement and Declaration • August 5th, 2005 • Merrill Lynch Global Equity Opportunities Fund • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into as of the date set forth above by the Trustees named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

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MANAGEMENT AGREEMENT
Management Agreement • August 5th, 2005 • Merrill Lynch Global Equity Opportunities Fund • New York

AGREEMENT made this day of , 2005 by and between MERRILL LYNCH GLOBAL EQUITY OPPORTUNITIES FUND, a Delaware statutory trust (hereinafter referred to as the “Fund”), and FUND ASSET MANAGEMENT, L.P., a Delaware limited partnership (hereinafter referred to as the “Manager”).

LICENSE AGREEMENT RELATING TO USE OF NAME
License Agreement • August 5th, 2005 • Merrill Lynch Global Equity Opportunities Fund

AGREEMENT made as of the day of , 2005, by and between MERRILL LYNCH & CO., INC., a Delaware corporation (“ML & Co.”), and MERRILL LYNCH GLOBAL EQUITY OPPORTUNITIES FUND, a Delaware Trust (the “Fund”).

SUB-ADVISORY AGREEMENT ENTERED INTO BETWEEN FUND ASSET MANAGEMENT, L.P. AND MERRILL LYNCH ASSET MANAGEMENT U.K. LIMITED
Sub-Advisory Agreement • August 5th, 2005 • Merrill Lynch Global Equity Opportunities Fund • New York

This Sub-Advisory Agreement (the “Agreement”) is entered into as of , 2005, by and between FUND ASSET MANAGEMENT, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (the “Manager”), and MERRILL LYNCH ASSET MANAGEMENT U.K. LIMITED, a corporation organized under the laws of England and Wales (“MLAM U.K.”).

AMENDED AND RESTATED BY-LAWS OF MERRILL LYNCH GLOBAL EQUITY OPPORTUNITIES FUND
Merrill Lynch Global Equity Opportunities Fund • August 5th, 2005
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